JCEB Questions for SEC 2013 (May 7, 2013)

Size: px
Start display at page:

Download "JCEB Questions for SEC 2013 (May 7, 2013)"

Transcription

1 JCEB Questions for SEC 2013 (May 7, 2013) Proxy Rules (including Executive Compensation Disclosure) 1. Grant Date Reporting vs. Service Inception Date Reporting. On February 1, 2012, a registrant with a calendar year fiscal year grants an executive officer a performance share award for 100,000 shares of the registrant s common stock when the market price of the common stock is $10.00 per share. Performance is measured with reference to 2012 EBITDA and, depending on the registrant s performance during 2012, the number of shares earned may be reduced to zero or increased up to 200% of the target award (that is, 200,000 shares). The executive officer will vest in the earned shares only if he or she remains employed with the registrant until the end of 2014 (in other words, one year after the number of shares earned under the award is determined in early 2013 following the end of the 2012 performance period). Further, the terms of the award provide that the Compensation Committee of the registrant s Board of Directors reserves the discretion at any time prior to the end of the year in which the award is granted to reduce the target number of shares subject to the award and that such discretion may be exercised only once. For example, assume that on December 1, 2012 the Compensation Committee reduces the target number of shares subject to the performance share award to 50,000 shares when the market price of the registrant s common stock is $8.00 per share and the probable outcome of the performance condition is 100%. Which of the following amounts should be considered to be the grant date fair value for the performance share award for purposes of determining the executive officer s total compensation, identifying the registrant s named executive officers for the fiscal year, and reporting the award in the Stock Awards column (column (e)) of the Summary Compensation Table: (a) the fair value of the award on February 1, 2012, the original date of grant (in this example, $1 million), or (b) the fair value of the award on December 1, 2012, the date the target number of shares subject to the award is reduced by the Compensation Committee (in this example, $400,000)? Suggested Answer: The amount that should be reported in the Stock Awards column (column (e)) of the Summary Compensation Table is $400,000, the fair value of the performance share award as modified on December 1,, 2012 This result is consistent with the general rule under Item 402(c)(2)(v) of Regulation S-K that, in determining the amount to be reported in the Summary Compensation Table, the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 should be used. In this situation, FASB ASC Topic 718 provides that the existence of the ability of the Compensation Committee of the registrant s Board of Directors to exercise negative discretion causes the grant date for the award to be the date on which the Compensation Committee has determined whether to exercise its discretion. This situation differs from the situation described in Compliance and Disclosure Interpretation Question (Regulation S-K), which provides that the service inception date, rather than the grant date, is used in certain limited circumstances. 1

2 C&DI concerned a performance share award that provided the compensation committee with negative discretion to reduce the number of shares awarded at any time prior to the end of the three-year vesting period. In that situation, the SEC Staff concluded that reporting at the service inception date was appropriate: In a situation in which the compensation committee s right to exercise negative discretion may preclude, in certain circumstances, a grant date for the award during the year in which the compensation committee communicated the terms of the award and performance targets to the executive officer and in which the service inception date begins, the award should be reported in the Summary Compensation Table and Grants of Plan-Based Awards Table as compensation for the year in which the service inception date begins. Notwithstanding the accounting treatment for the award, reporting the award in this manner better reflects the compensation committee s decisions with respect to the award. In our view, the critical distinction between the situation that is the subject of this question and the situation described in C&DI is that, in the latter situation the facts presented would have resulted in the equity award being reported in the Summary Compensation Table a year later than the year in which service began and the terms of the award were first communicated to the recipient, which the SEC Staff concluded would result in the Summary Compensation Table not reflecting the Compensation Committee s decision with respect to the award at a time when the information was most useful to investors. In the situation that is the subject of this question, however, using the award s grant date as determined under FASB ASC Topic 718 (December 1, 2012) still results in the award being reported in the year in which the Compensation Committee first communicated the terms of the award and the performance targets to the executive officer. As a result, the concerns presented by the situation described in C&DI are not implicated. Further, we believe that the situation that is the subject of this question can be distinguished from the situation addressed in Compliance and Disclosure Interpretation Question (Regulation S-K), which provides that, where a registrant grants an equity award to an executive officer which is subsequently forfeited during the same fiscal year, the grant date fair value of the award should be included for purposes of determining the executive officer s total compensation and identifying named executive officers. It is our understanding that the rationale for the SEC Staff s position in this situation is that the registrant s decision to grant the award to the executive officer (along with the relevant details of the award) is relevant information that is useful to investors should the executive officer be determined to qualify as a named executive officer. In the situation that is the subject of this question, the intent of the Compensation Committee with respect to the amount of the performance share award will still be communicated to investors as the Compensation Committee must exercise its discretion to reduce the target number of shares subject to the award, if at all, within the same fiscal year in which it decided to grant the award to the executive officer. SEC RESPONSE: The SEC Staff agreed with the suggested answer to this question. Since the terms of the original performance share award as granted on February 1, 2012 expressly reserves to the Compensation Committee of the registrant s Board of Directors the ability to exercise negative discretion with respect to the number of shares subject to the award (provided that 2

3 discretion is exercised (i) prior to the end of the year in which the award is granted and (ii) only once), the grant date fair value for the award for purposes of determining the executive officer s total compensation, identifying the registrant s named executive officers for the fiscal year, and reporting the award in the Stock Awards column (column (e)) of the Summary Compensation Table should be amount based on the number of shares subject to the award and the market price of the registrant s common stock at the time such discretion is exercised (assuming such an exercise of discretion). 2. Reporting of Stock Award Premium. Under the terms and conditions of its director compensation program, a registrant permits its non-employee directors to elect to receive up to 100% of their annual cash retainer (plus board chair and committee chair retainers, as applicable) in the form of restricted stock unit ( RSU ) awards for shares of the registrant s common stock. For every dollar foregone, a non-employee director will receive shares of the registrant s common stock with a value of $1.20 pursuant to the RSU award (that is, a 20% premium). The registrant proposes to report the amount of the foregone cash retainers in the Fees Earned or Paid in Cash column (column (b)) of the Director Compensation Table and the full incremental 20% premium in the Stock Awards column (column (c)) of the Director Compensation Table. The registrant is basing this reporting treatment on the Instruction to Item 402(k) (which provides that, in addition to the Instruction to Item 402(k)(2)(iii) and (iv) and the Instructions to Item 402(k)(2)(vii), the Instructions to Item 402(c)(2)(iii) and (iv) apply equally to Item 402(k)) and Compliance and Disclosure Interpretation (Regulation S-K) which reads as follows: Question: Instruction 2 to Item 402(c)(2)(iii) and (iv) provides that companies are to include in the Salary column (column (c)) or the Bonus column (column (d) any amount of salary or bonus forgone at the election of a named executive officer under which stock, equity-based, or other forms of non-cash compensation have been received instead by the named executive officer. In a situation where the value of the stock, equity-based or other form of non-cash compensation is the same as the amount of salary or bonus foregone at the election of the named executive officer, does this mean the amounts are only reported in the Salary or Bonus column and not in any other column of the Summary Compensation Table? Answer: Yes, under Instruction 2 to Item 402(c)(2)(iii) and (iv) the amounts should be disclosed in the Salary or Bonus column, as applicable. The result would be different if the amount of salary or bonus foregone at the election of the named executive officer was less than the value of the equity-based compensation received instead of the salary or bonus, or if the agreement pursuant to which the named executive officer had the option to elect settlement in stock or equity-based compensation was within the scope of FAS123R (e.g., the right to stock settlement is embedded in the terms of the award). In the former case, the incremental value of an equity award would be reported in the Stock Awards or Option Awards columns, and in the latter case the award would be reported in the Stock Awards or Option Awards columns. In both of these special cases, the amounts reported in the Stock Awards and Option Awards columns would be the dollar amounts recognized for financial statement reporting purposes with respect to the applicable fiscal year, and footnote disclosure should be provided regarding the circumstances of the 3

4 awards. Appropriate disclosure about equity-based compensation received instead of salary or bonus must be provided in the Grants of Plan-Based Awards Table, the Outstanding Equity Awards at Fiscal Year End Table and the Option Exercises and Stock Vested Table. [Aug. 8, 2007] (emphasis supplied) While we believe that this reporting treatment is consistent with the guidance set forth in C&DI , we note that the literal language of the Interpretation would appear to require that the amount to be reported in the Stock Awards column for the incremental 20% premium be the dollar [amount] recognized for financial statement reporting purposes with respect to the applicable fiscal year. C&DI predates the August 2007 amendments to Item 402 that changed the methodology for the reporting of stock and option awards in the Summary Compensation Table so that the amount reported is an award s full grant date fair value, rather than the amount recognized as compensation expense for financial reporting purposes during the fiscal year. Thus, it appears that the relevant language of C&DI should be read to conform to this change in the methodology for the reporting of stock and option awards. Please confirm that, for purposes of applying C&DI , in situations where the amount of salary or bonus forgone at the election of a named executive officer or director under which stock, equity-based, or other forms of non-cash compensation have been received instead by the named executive officer or director is less than the value of the equity-based compensation received instead of the salary or bonus, or if the agreement pursuant to which the executive officer had the option to elect settlement in stock or equity-based compensation was within the scope of FASB ASC Topic 718 (e.g., the right to stock settlement is embedded in the terms of the award) the amount to be reported in the Stock Awards and Option Awards columns of the Summary Compensation Table would be the full grant date fair value of the equity award representing the incremental additional value of such award in excess of the amount of salary or bonus foregone (in the former situation) or the full grant date fair value of the equity award received in lieu of the amount of salary or bonus foregone (in the latter situation). Suggested Answer: The SEC Staff agrees with the reporting treatment described above. In the situation described in this question, clearly the SEC Staff intends for this premium to be reported as a stock award (which differentiates it from the underlying retainer amount) and it is reasonable that this reporting be made consistent with the SEC s current disclosure requirements for equity awards. Further, the same result would apply where the agreement pursuant to which the named executive officer has the option to elect settlement in stock or equity-based compensation was within the scope of FASB ASC Topic 718 (e.g., the right to stock settlement is embedded in the terms of the award). SEC RESPONSE: The SEC Staff agreed with the suggested answer to this question. For purposes of applying C&DI in situations where the amount of salary or bonus forgone at the election of a named executive officer or director under which stock, equity-based, or other 4

5 forms of non-cash compensation have been received instead by the named executive officer or director is less than the value of the equity-based compensation received instead of the salary or bonus, or if the agreement pursuant to which the executive officer had the option to elect settlement in stock or equity-based compensation was within the scope of FASB ASC Topic 718 (e.g., the right to stock settlement is embedded in the terms of the award) the amount to be reported in the Stock Awards and Option Awards columns of the Summary Compensation Table should be the full grant date fair value of the equity award representing the incremental additional value of such award in excess of the amount of salary or bonus foregone (in the former situation) or the full grant date fair value of the equity award received in lieu of the amount of salary or bonus foregone (in the latter situation). NOTE: On May 17, 2013, the SEC Staff made a conforming revision to C&DI to reflect this grant date fair value valuation. 3. Option Exercises and Stock Vested Table. A registrant grants its executive officer performance share awards pursuant to which the number of shares of the registrant s common stock that may be earned is based on the registrant s revenues over a specified performance period. Before issuance of the shares of common stock earned pursuant to the awards, the Compensation Committee of the registrant s Board of Directors must first certify the registrant s revenues for the performance period and determine the number of shares of common stock earned. These actions will not take place until sometime after the end of the performance period (which coincides with the end of the registrant s last completed fiscal year). In determining the vesting date of a performance share award for purposes of determining the number of shares of common stock to be reported in the Number of Shares Acquired on Vesting column (column (d)), as well as the value of such shares to be reported in the Value Realized Upon Vesting column (column (e)), of the Option Exercises and Stock Vested Table, is the vesting date the last day of the performance period (that is, the last day of the last completed fiscal year) or the day upon which the Compensation Committee certifies that the performance criteria for the performance share award have been satisfied and determined the number of shares of common stock earned? Suggested Answer: The registrant should treat the last day of the performance period (that is, the last day of the last completed fiscal year) as the vesting date of any shares of common stock earned under the performance share award. The response of the SEC Staff in Compliance and Disclosure Interpretation (Regulation S-K) is instructive in this situation: Question: A company's performance-based restricted stock unit ("RSU") plan measures performance over a three-year period. After the end of the three-year performance period ( ), the compensation committee will evaluate performance to determine the 5

6 number of RSUs earned by the named executive officers. The named executive officers must remain employed by the company for a subsequent two-year service-based vesting period ( ). Upon completion of service-based vesting, the company will pay the named executive officers the shares underlying the RSUs. In the Outstanding Equity Awards at Fiscal Year-End Table for fiscal year 2009, how should information about the shares underlying the RSUs be reported? Answer: The number of shares reported should be based on the actual number of shares underlying the RSUs that were earned at the end of the three-year performance period. This is the case even if this number will be determined after the 2009 fiscal year end. The shares should not be reported in columns (i) and (j) because they are no longer subject to performance-based conditions. Instead, the shares should be reported in columns (g) and (h) because they are subject to service-based vesting. [May 29, 2009] In its response, the SEC Staff indicates that the number of shares underlying a performance share award should be reported based on the actual number of shares earned as of the end of the performance period, even though this number will not be determined until after the end of the fiscal year. We believe that the same principle should apply to the determination of when shares earned pursuant to a performance-based equity award should be considered vested for purposes of reporting the award in the Option Exercises and Stock Vested Table. SEC RESPONSE: The SEC Staff agreed with the suggested answer to this question. For purposes of determining the number of shares of common stock to be reported in the Number of Shares Acquired on Vesting column (column (d)), as well as the value of such shares to be reported in the Value Realized Upon Vesting column (column (e)), of the Option Exercises and Stock Vested Table, a registrant should treat the last day of the performance period (that is, the last day of the last completed fiscal year) as the vesting date of any shares of common stock earned under the performance share award. 4. Reporting of Retention Bonus. In March 2013, a registrant with a calendar year fiscal year hires a new executive officer. Pursuant to the executive officer s employment offer letter, she is guaranteed a bonus in the amount of $250,000 for 2013, which amount will be paid within 60 days after the end of 2013 provided that she remains employed by the registrant through the date of payment. Should this guaranteed bonus be reported in the Bonus column (column (d)) of the registrant s Summary Compensation Table for 2013 or 2014? While the SEC s rules generally provide that bonuses are to be disclosed when earned, which may not necessarily coincide with when the bonus is actually paid, Compliance and Disclosure Interpretation (Regulation S-K) states that a cash "retention" bonus is reportable in the Summary Compensation Table for the year in which the performance condition has been satisfied. Suggested Answer: The registrant should report the guaranteed bonus in the Bonus column (column (d)) of its Summary Compensation Table for Unlike C&DI , which addressed the question of whether a retention bonus should be reported in the year of grant or the year in which the performance condition has been satisfied, this situation involves the reporting 6

7 of a guaranteed bonus for 2013, subject to the condition that the executive officer remain employed with the registrant through the date of payment (which will necessarily take place in the following fiscal year). In our experience, numerous registrants impose a "be present or lose it" condition on the payment of short-term incentive compensation awards (whether characterized as a "bonus" or a "non-equity incentive plan compensation" award). In some instances, this condition is explicit; in others it is implicit. In this situation, while the receipt of payment of the guaranteed bonus is condition on continued employment until the payment date, the primary purpose of the bonus is not to ensure continued employment through a specified payment date, but to ensure that the executive officer provides services to the registrant for the remainder of the year of initial employment (indeed, often the guaranteed bonus would be paid at the same time as non-guaranteed, year-end bonuses for other executives). Treating what is generally considered an administrative requirement that an executive officer remain employed until the payment is made as a performance condition that shifts reporting to the fiscal year following the fiscal year in which the substantive consideration for the payment has been satisfied would misrepresent the intent of the registrant (or the Compensation Committee of the registrant s Board of Directors) and, further, would frustrate transparency about a registrant s compensation actions as it would result in a reporting anomaly that would de-link a cash payment from the period during which the payment was earned. SEC RESPONSE: The SEC Staff agreed with the suggested answer to this question. Since the payment of the bonus in 2014 is an administrative condition, rather than an inducement to ensure that the executive officer remains employed through the payment date, the registrant should report the guaranteed bonus in the Bonus column (column (d)) of its Summary Compensation Table for Reporting of Long-Term Incentive Award Payable in Both Cash and Equity. In January 2013, a registrant with a calendar year fiscal year grants an executive officer a performancebased long-term incentive award that is payable half in cash and half in the form of a restricted stock unit ( RSU ) award for shares of the registrant s common stock if the target level for the award s performance measure is achieved over a two-year performance period (that is, January 1, 2013 through December 31, 2014). Both the cash and equity portion of the award earned, if any, are subject to a one-year holding period before payout. After the end of the performance period, the Compensation Committee of the registrant s Board of Director certifies that the target performance level has been achieved. Accordingly, the portion of the award that is payable in cash and portion that is payable in the form of an RSU award is determined at that time. It is our understanding that, based on the requirements of Item 402(c)(2)(vii) of Regulation S-K, the portion of the award that has been earned that is payable in cash would be reported in the Non-Equity Incentive Plan Compensation column (column (g)) of the Summary Compensation Table for 2014, even though this amount is subject to a holding period before payout. While it is clear that the portion of the award that has been earned that is payable in the form of an RSU award is to be reported in the Stock Awards column (column (e)) of the Summary Compensation Table, it is unclear whether this amount is to be reported for 2014 (the most recent 7

8 fiscal year to which the underlying performance relates), 2015 (the fiscal year in which the RSU award is formally granted), or 2016 (the fiscal year in which the shares of the registrant s common stock subject to the RSU award are actually issued)? Also, it is unclear whether the registrant should report the RSU award in its Outstanding Equity Awards at Fiscal Year-End Table for 2014 or 2015? Suggested Answer: The portion of the long-term incentive award that is payable in the form of an RSU award should be reported in the Stock Awards column (column (e)) of the Summary Compensation Table for 2014, the most recent fiscal year to which the underlying performance relates. Since the terms of the long-term incentive award specifically provide for partial payment in the form of equity, the RSU award should be reported in the fiscal year in which the performance measure target levels are set and the award is communicated to the executive officer. To attribute the portion of the long-term incentive award that is payable in the form of an RSU award to the fiscal year in which the RSU award is granted would necessitate the bifurcation of the reporting of the award between two separate fiscal years; thereby requiring that the registrant address this bifurcation in the Compensation Discussion and Analysis and the narrative accompanying the Compensation Discussion and Analysis and the Grants of Plan-Based Awards Table. SEC RESPONSE: The portion of the long-term incentive award that is payable in the form of an RSU award should be reported in the Stock Awards column (column (e)) of the Summary Compensation Table for 2015, the year in which the RSU award is granted. This result is required by the express language of Item 402(c)(1) and 402(c)(2)(v) of Regulation S-K. If the one-year holding period before payout in effect is time-based vesting until the fiscal year-end of 2015, the RSU award will be reportable in columns (g) and (h) of the Outstanding Equity Awards at Fiscal Year-End Table, as provided in C&DI Upon satisfying such timebased vesting, the award will become reportable in the Option Exercises and Stock Vested Table. 6. Outstanding Equity Awards at Fiscal Year-End Table. Instruction 2 to Item 402(f)(2) of Regulation S-K states that the vesting dates of options, shares of stock, and equity incentive plan awards held at fiscal-year end must be disclosed by footnote in the applicable column where the outstanding award is reported. Is this disclosure required for outstanding equity awards that have already fully vested, or with respect to the vested portion of partially-vested outstanding equity awards? Suggested Answer: For purposes of Instruction 2, the relevant information to be reported in the required footnote (or footnotes) consists of the vesting date or dates for all unvested stock options and stock awards, including equity incentive plan awards. In the case of outstanding and unexercised stock options that have fully vested, it is not necessary to disclose the historical vesting schedules for such options. The lead-in text to Item 402(f)(1) states that the Outstanding Equity Awards at Fiscal Year-End Table requires disclosure with respect to: "unexercised options; stock that has not vested; and equity incentive plan awards... outstanding as of the end of the registrant's last completed fiscal year. 8

9 ..." Instruction 2 similarly applies to "awards held at fiscal-year end...." This language clearly indicates that restricted stock awards and restricted stock unit awards that have fully vested by fiscal year-end do not need to be reported in the table at all. Similarly, it is not relevant to investors to disclose the specific historical vesting schedule and dates for stock options and other stock awards, or portions thereof, which have already vested as of fiscal yearend. SEC RESPONSE: The SEC Staff agreed with the suggested answer to this question. For purposes of Instruction 2 to Item 402(f)(2) of Regulation S-K, the relevant information to be reported in the required footnote (or footnotes) consists of the vesting date or dates for all unvested stock options and stock awards, including equity incentive plan awards. In the case of outstanding and unexercised stock options that have fully vested, it is not necessary to disclose the historical vesting schedules for such options. Securities Act Rule 144 Securities Registration Form S-8 1. Transfer of Filing Fees. Compliance and Disclosure Interpretation (Securities Act Rules) provides as follows: Question: An issuer has a Form S-8 on file that registers shares of common stock to be issued upon the exercise of outstanding options. The issuer has decided to stop granting stock options and believes that it has more shares registered on the Form S-8 than it will need to cover the exercise of the outstanding options. May the issuer transfer to a new registration statement the filing fees associated with the securities that the issuer believes it will not need to issue, and continue to use the Form S-8 to cover the exercise of the outstanding options? Answer: No. Because Rule 457(p) permits filing fees to be transferred only after the registered offering has been completed or terminated or the registration statement has been withdrawn, the issuer may not transfer the fees associated with the securities that it believes it will not need to issue until the issuer completes or terminates the offering registered on Form S-8. [Jan. 26, 2009] In a situation as described in the CD&I, would it be permissible for an issuer to file a posteffective amendment to the registration statement on Form S-8 to add another employee stock plan to the registration statement (essentially by listing on the cover page under Full title of the plan the formal name of the additional employee stock plan) for purposes of using the 9

10 previously-registered securities that will no longer be needed to fulfill commitments to issue securities made under the employee stock plan originally issued under the registration statement? Suggested Answer: Yes. We believe that this situation is analogous to amending a registration statement on Form S-1 or S-3 to change the issuer s plan of distribution. Thus, it would be permissible for an issuer to file a post-effective amendment to the registration statement to add a new employee stock plan to the registered offering for purposes of issuing the securities originally registered. SEC RESPONSE: No. Since the additional employee stock plan that the question seeks to add to the existing registration statement on Form S-8 involves a separate and distinct offering of securities, it is not permissible to add this plan to the registration statement via a post-effective amendment. This principle is reflected in Compliance and Disclosure Interpretation which, while it permits the registration of multiple employee stock plans on a single registration statement on Form S-8 as a matter of administrative convenience, requires that the registration statement expressly state the amount of securities that is being registered with respect to each individual plan. Exchange Act Rule 10C-1 1. Assessing the Independence of Compensation Consultants and Other Advisors to the Compensation Committee. The Instruction to new Exchange Act Rule 10C-1(b)(4) (as implemented through the listing standards of the national securities exchanges) states that the Compensation Committee of a listed issuer must conduct an independence assessment (as outlined in Rule 10C-1(b)(4)) with respect to any compensation consultant, legal counsel (other than in-house legal counsel) or other adviser that provides advice to the Compensation Committee. While it is reasonably clear that where a Compensation Committee seeks to directly engage a compensation consultant, legal counsel, or other advisor, that the subject advisor should expect that, during the course of its engagement, it will provide advice to the Compensation Committee, it is less clear, particularly in the case of legal counsel that has been engaged by the listed issuer itself, when its work for the issuer will rise to the level of being considered having provided advice to the Compensation Committee. For example, where a listed issuer s outside legal counsel is involved in the preparation and/or review of the executive compensation disclosure required by Item 402 of Regulation S-K for inclusion in the issuer s proxy statement (and, via incorporation by reference, the issuer s annual report on Form 10-K), including the drafting and/or review of the Compensation Discussion and Analysis and the required compensation tables, would this be considered providing advice to the Compensation Committee (particularly in light of the requirement pursuant to Item 407(e)(5) of Regulation S-K that the Compensation Committee recommend to the Board of Directors that the Compensation Discussion and Analysis be included in the listed issuer s annual report on Form 10-K and proxy statement or information statement? Further, where pursuant to its engagement with the listed issuer, its outside legal counsel provides advice to the issuer s general counsel on an executive compensation matter, would the legal counsel be considered to have provided advice to the Compensation Committee where (i) 10

11 the legal counsel has no reason to believe that its name (or any reference to having consulted with outside legal counsel) is being invoked when the general counsel subsequently provides advice to the Compensation Committee on the matter and (ii) the Compensation Committee has no reason to believe that the general counsel would be consulting with outside legal counsel in connection with advising the Compensation Committee on the matter? SEC RESPONSE: The Staff and the members of the JCEB in attendance engaged in a lengthy discussion on what it means to provide advice as contemplated by the Instruction to Rule 10C- 1(b)(4), particularly as it relates to outside legal counsel. While the Staff declined to provide a bright line text on the matter, several scenarios were presented and explored on the possible factors that may need to be analyzed in determining when a listed issuer s outside legal counsel (or other outside adviser) is indirectly providing advice to a compensation committee. Subsequently, at a meeting of the Securities Law Committee of the Society of Corporate Secretaries and Governance Professionals, the Staff clarified its views on this matter in response to certain statements made following the JCEB-SEC Staff meeting as to the substance of this discussion. The Staff indicated to the Society that, while the question does not lend itself to a bright line test, in-house legal counsel should be in the best position to make the determination and control the vetting process. For example, if in-house legal counsel has a lawyer outside the door of the compensation committee meeting and goes out and gets advice and then comes back in and transmits that advice, then obviously that adviser should have been vetted. He called this the "ventriloquist" scenario. On the other hand, if in-house legal counsel speaks to several outside legal counsel as a matter of course and then is in a compensation committee meeting giving advice based on what he or she has heard and formulated in his or her own mind, this situation would not require that these counsel be vetted. For everything else -- including the more realistic scenario of in-house legal counsel talking to one outside law firm on a regular basis -- the listed issuer must use its judgment as to whether, based on the relevant facts and circumstances, a party is providing advice to the compensation committee and, thus, an independence assessment is required. Rule 701 Form 8-K Exchange Act Rule 14a-21 Regulation BTR 11

12 Section 16 Tax Qualified Defined Benefit Plans 1. A multiemployer pension plan (the Plan ) allows participation by self-employed employees within the meaning of Section 401(c)(1) of the Internal Revenue Code. The Plan is a qualified under Internal Revenue Code 401(a). The Plan employs an investment consultant to make recommendations regarding the investment of Plan assets. The investment consultant has recommended investment of Plan assets in a collective trust fund. The collective trust fund has not registered any interest or participation in the collective trust fund, pursuant to exemptions set forth in Section 3(a)(2) of the Securities Act of If the Plan participates in the collective trust, is it necessary that the requirements of Securities Act Rule 180 be met in order for the collective trust to remain exempt from registration? Suggested Answer 1: No, as this is not the type of participation in a collective trust fund which requires compliance with Securities Act Rule 180 to protect the public interest and investors. The issuance of shares or interests to the Plan would fall within the exemptions under Section 3(a)(2) of the Securities Act of Suggested Answer 2: Yes, and the Plan interest or participation in the collective trust are exempt from registration under Securities Act Rule 180(b) based on the facts set forth above. Suggested Answer 3: Yes, and the Plan interest or participation in the collective trust are exempt from registration under Securities Act Rule 180(a) based on the facts set forth above. In particular, the requirements of Securities Act Rule 180(a)(2) are met because all employees covered by the Plan are employed by employers subject to the terms of a collective bargaining agreement pursuant to which contributions are made to the Plan and this this meets the requirement that the plan cover only employees of "interrelated partnerships," which does not refer to LLPs or other type of partnerships but rather an affiliation or relationship. Further, the requirements of Securities Act Rule 180(a)(3)(ii) are met because the Plan obtained the advice of an investment consultant who meets the definition of an entity described in Securities Act Rule 180(a)(3)(ii)(A) and (B). SEC RESPONSE: The Staff of the Division of Investment Management, which administers Securities Act Rule 180, indicated that it would need more information to provide an answer to this question. 12

AMERICAN BAR ASSOCIATION. Technical Session Between the SEC Staff and the Joint Committee on Employee Benefits. Questions and Answers.

AMERICAN BAR ASSOCIATION. Technical Session Between the SEC Staff and the Joint Committee on Employee Benefits. Questions and Answers. AMERICAN BAR ASSOCIATION Technical Session Between the SEC Staff and the Joint Committee on Employee Benefits Questions and Answers May 8, 2007 The following questions and answers are based on informal

More information

JCEB Questions for SEC 2011

JCEB Questions for SEC 2011 November 8, 2011 JCEB Questions for SEC 2011 Proxy Rules (including Executive Compensation Disclosure) 1. Disability Plans. Item 402(a)(6)(ii) of Regulation S-K provides that registrants may omit information

More information

Market Price of and Dividends on the Registrant s Common Equity and Related Shareholder Matters

Market Price of and Dividends on the Registrant s Common Equity and Related Shareholder Matters Updates to Item 201 and Other Items of Regulation S-K Market Price of and Dividends on the Registrant s Common Equity and Related Shareholder Matters March 13, 2007 These interpretations replace the Item

More information

AMERICAN BAR ASSOCIATION. Technical Session Between the SEC Staff and the Joint Committee on Employee Benefits. Questions and Answers.

AMERICAN BAR ASSOCIATION. Technical Session Between the SEC Staff and the Joint Committee on Employee Benefits. Questions and Answers. AMERICAN BAR ASSOCIATION Technical Session Between the SEC Staff and the Joint Committee on Employee Benefits Questions and Answers May 6, 2003 The following questions and answers are based on informal

More information

THE HARTFORD 2014 INCENTIVE STOCK PLAN. When used herein, the following terms shall have the following meanings:

THE HARTFORD 2014 INCENTIVE STOCK PLAN. When used herein, the following terms shall have the following meanings: THE HARTFORD 2014 INCENTIVE STOCK PLAN 1. Purpose The purpose of the Plan is to motivate and reward superior performance on the part of Key Employees of The Hartford Financial Services Group, Inc. ( The

More information

The New Proxy Disclosure Tables: What Goes Where? Updated

The New Proxy Disclosure Tables: What Goes Where? Updated Reproduced with permission from Benefits Practice Center, Executive Compensation Library, Journal Reports: Law & Policy, http://www.bna.com/products/eb/bpcw.htm (Feb. 2007). Copyright 2007 by The Bureau

More information

SEC PROPOSES TO AMEND COMPENSATION AND CORPORATE GOVERNANCE DISCLOSURE RULES

SEC PROPOSES TO AMEND COMPENSATION AND CORPORATE GOVERNANCE DISCLOSURE RULES SEC PROPOSES TO AMEND COMPENSATION AND CORPORATE GOVERNANCE DISCLOSURE RULES The Securities and Exchange Commission (SEC) has proposed amendments to its rules regarding the disclosure of executive and

More information

Life Sciences Accounting and Financial Reporting Update Interpretive Guidance on Revenue Recognition Under ASC 606

Life Sciences Accounting and Financial Reporting Update Interpretive Guidance on Revenue Recognition Under ASC 606 Life Sciences Accounting and Financial Reporting Update Interpretive Guidance on Revenue Recognition Under ASC 606 March 2017 Revenue Recognition Background In May 2014, the FASB 1 and IASB issued their

More information

Financial reporting developments. A comprehensive guide. Earnings per share

Financial reporting developments. A comprehensive guide. Earnings per share Financial reporting developments A comprehensive guide Earnings per share September 2011 To our clients and other friends We are pleased to provide you with the latest edition of our Financial reporting

More information

THE SECURITIES AND EXCHANGE COMMISSION S 2006 EXECUTIVE COMPENSATION RULES

THE SECURITIES AND EXCHANGE COMMISSION S 2006 EXECUTIVE COMPENSATION RULES THE SECURITIES AND EXCHANGE COMMISSION S 2006 EXECUTIVE COMPENSATION RULES PREPARING THE EXECUTIVE COMPENSATION TABLES: REQUIRED DISCLOSURE BY TYPE OF COMPENSATION September 2006 By W. Alan Kailer This

More information

Frederic W. Cook & Co., Inc. PLANNING FOR THE NEW PROXY DISCLOSURE RULES - PRACTICAL GUIDANCE -

Frederic W. Cook & Co., Inc. PLANNING FOR THE NEW PROXY DISCLOSURE RULES - PRACTICAL GUIDANCE - Frederic W. Cook & Co., Inc. New York Chicago Los Angeles San Francisco September 14, 2006 PLANNING FOR THE NEW PROXY DISCLOSURE RULES - PRACTICAL GUIDANCE - On August 11, the Securities and Exchange Commission

More information

Financial reporting developments. A comprehensive guide. Earnings per share. July 2015

Financial reporting developments. A comprehensive guide. Earnings per share. July 2015 Financial reporting developments A comprehensive guide Earnings per share July 2015 To our clients and other friends We are pleased to provide you with the latest edition of our Financial reporting developments

More information

11 November Dear Mr. Golden:

11 November Dear Mr. Golden: Ernst & Young LLP 5 Times Square New York, NY 10036 Tel: 212 773 3000 www.ey.com Mr. Russell G. Golden Technical Director Financial Accounting Standards Board 401 Merritt 7 P.O. Box 5116 Norwalk, Connecticut

More information

ORIGINAL PRONOUNCEMENTS

ORIGINAL PRONOUNCEMENTS Financial Accounting Standards Board ORIGINAL PRONOUNCEMENTS AS AMENDED FASB Technical Bulletin No. 97-1 Accounting under Statement 123 for Certain Employee Stock Purchase Plans with a Look-Back Option

More information

Re: Technical Corrections and Improvements Related to Contracts on an Entity s Own Equity

Re: Technical Corrections and Improvements Related to Contracts on an Entity s Own Equity Deloitte & Touche LLP 695 East Main Street P.O. Box 10098 Stamford, CT 06901-2150 Tel: + 1 203 761 3000 www.deloitte.com August 24, 2015 Ms. Susan M. Cosper Technical Director Financial Accounting Standards

More information

Executive Compensation and Employee Benefits Group Client Alert: New SEC Proposed Pay-Versus-Performance Rules

Executive Compensation and Employee Benefits Group Client Alert: New SEC Proposed Pay-Versus-Performance Rules May 7, 2015 CONTACTS: Joel I. Krasnow Partner +1-212-530-5681 jkrasnow@milbank.com Manan (Mike) Shah Partner +1-212-530-5501 mdshah@milbank.com Nicholas DeLuca Associate +1-212-530-5391 ndeluca@milbank.com

More information

A COMPREHENSIVE SUMMARY OF THE SEC S REVAMPED EXECUTIVE COMPENSATION DISCLOSURE RULES

A COMPREHENSIVE SUMMARY OF THE SEC S REVAMPED EXECUTIVE COMPENSATION DISCLOSURE RULES A COMPREHENSIVE SUMMARY OF THE SEC S REVAMPED EXECUTIVE COMPENSATION DISCLOSURE RULES On January 27, 2006, the Securities and Exchange Commission proposed extensive and far reaching amendments to the disclosure

More information

Dear Mr. Seymour: September 7, 2007

Dear Mr. Seymour: September 7, 2007 ` Deloitte & Touche LLP Ten Westport Road P.O. Box 820 Wilton, CT 06897-0820 USA www.deloitte.com Public Company Accounting Oversight Board Office of the Secretary Attn: J. Gordon Seymour 1666 K Street,

More information

Denny s Corporation. Shares of Common Stock offered under the Denny s Corporation 2012 Omnibus Incentive Plan

Denny s Corporation. Shares of Common Stock offered under the Denny s Corporation 2012 Omnibus Incentive Plan PROSPECTUS Denny s Corporation Shares of Common Stock offered under the Denny s Corporation 2012 Omnibus Incentive Plan This prospectus relates to shares of common stock of Denny s Corporation (the Company

More information

EITF Issue No

EITF Issue No Frederic W. Cook & Co., Inc. New York Chicago Los Angeles EITF Issue No. 00-23 Issues Related to the Accounting for Stock Compensation under APB Opinion No. 25 and FASB Interpretation No. 44 08/02/02 (Revised)

More information

ACCOUNTING FOR DEBT AND EQUITY INSTRUMENTS IN FINANCING TRANSACTIONS

ACCOUNTING FOR DEBT AND EQUITY INSTRUMENTS IN FINANCING TRANSACTIONS ACCOUNTING FOR DEBT AND EQUITY INSTRUMENTS IN FINANCING TRANSACTIONS Prepared by: RSM US LLP National Professional Standards Group Faye Miller, Partner, faye.miller@rsmus.com, +1 410 246 9194 Monique Cole,

More information

Changes to revenue recognition in the health care industry

Changes to revenue recognition in the health care industry Changes to revenue recognition in the health care industry Prepared by: Dan Vandenberghe, Partner, RSM US LLP dan.vandenberghe@rsmus.com, +1 612 376 9267 Jay Adkisson, Partner, RSM US LLP jay.adkisson@rsmus.com,

More information

A Roadmap to Accounting for Contracts on an Entity s Own Equity

A Roadmap to Accounting for Contracts on an Entity s Own Equity A Roadmap to Accounting for Contracts on an Entity s Own Equity 2017 Other Publications in Deloitte s Roadmap Series Roadmaps are available on these topics: Asset Acquisitions (2017) Common-Control Transactions

More information

FASB Simplifies the Accounting for Share-Based Payment Arrangements With Nonemployees

FASB Simplifies the Accounting for Share-Based Payment Arrangements With Nonemployees Heads Up Volume 25, Issue 6 June 21, 2018 In This Issue Background Effective Date Key Provisions of ASU 2018-07 Transition and Related Disclosures FASB Simplifies the Accounting for Share-Based Payment

More information

SEC Issues New and Revised Guidance to Clarify Its CEO Pay Ratio Rule

SEC Issues New and Revised Guidance to Clarify Its CEO Pay Ratio Rule Heads Up Volume 24, Issue 27 October 17, 2017 In This Issue Background Scope and Exemptions Identifying the Median Employee and Calculating Annual Total Compensation Timing and Transition SEC Issues New

More information

SEC Adopts Amendments to Simplify and Update Disclosure Requirements

SEC Adopts Amendments to Simplify and Update Disclosure Requirements SEC Adopts Amendments to Simplify and Update Disclosure Requirements On August 17, 2018, the Securities and Exchange Commission (SEC) announced amendments to certain disclosure requirements that it views

More information

February 15, Ms. Susan M. Cosper Technical Director Financial Accounting Standards Board 401 Merritt 7 P.O. Box 5116 Norwalk, CT

February 15, Ms. Susan M. Cosper Technical Director Financial Accounting Standards Board 401 Merritt 7 P.O. Box 5116 Norwalk, CT 2011-200 Deloitte & Touche LLP 10 Westport Road P.O. Box 820 Wilton, CT 06897-0820 USA Tel: +1 203 761 3000 Fax: +1 203 834 2200 www.deloitte.com Ms. Susan M. Cosper Technical Director Financial Accounting

More information

Denny s Corporation. Shares of Common Stock offered under the Denny s Corporation 2008 Omnibus Incentive Plan

Denny s Corporation. Shares of Common Stock offered under the Denny s Corporation 2008 Omnibus Incentive Plan PROSPECTUS Denny s Corporation Shares of Common Stock offered under the Denny s Corporation 2008 Omnibus Incentive Plan This prospectus relates to shares of common stock of Denny s Corporation (the Company

More information

Accounting changes and error corrections

Accounting changes and error corrections Financial reporting developments A comprehensive guide Accounting changes and error corrections Revised May 2017 To our clients and other friends This guide is designed to summarize the accounting literature

More information

Board Meeting Handout The Liquidation Basis of Accounting and Going Concern Comment Letter Summary- Phase I (Liquidation Basis) November 6, 2012

Board Meeting Handout The Liquidation Basis of Accounting and Going Concern Comment Letter Summary- Phase I (Liquidation Basis) November 6, 2012 Board Meeting Handout The Liquidation Basis of Accounting and Going Concern Comment Letter Summary- Phase I (Liquidation Basis) November 6, 2012 Purpose of today s meeting 1. On July 2, 2012, the FASB

More information

Day to Day Dealings with the SEC: Registration Statement Comments; Exemptive Relief; and No- Action Letters

Day to Day Dealings with the SEC: Registration Statement Comments; Exemptive Relief; and No- Action Letters Day to Day Dealings with the SEC: Registration Statement Comments; Exemptive Relief; and No- Action Letters Eric S. Purple December 15, 2011 Investment Company Interaction with the SEC Investment companies

More information

August 7, Technical Director File Reference No Financial Accounting Standards Board 401 Merritt 7 P.O. Box 5116 Norwalk, CT

August 7, Technical Director File Reference No Financial Accounting Standards Board 401 Merritt 7 P.O. Box 5116 Norwalk, CT August 7, 2008 Technical Director File Reference No. 1600-100 Financial Accounting Standards Board 401 Merritt 7 P.O. Box 5116 Norwalk, CT 06856-5116 The Accounting Standards Executive Committee (AcSEC)

More information

EITF Roundup. June 2005 Table of Contents. Audit and Enterprise Risk Services. by Gordon McDonald, Deloitte & Touche LLP

EITF Roundup. June 2005 Table of Contents. Audit and Enterprise Risk Services. by Gordon McDonald, Deloitte & Touche LLP EITF Roundup Audit and Enterprise Risk Services June 2005 Table of Contents New EITF Flash Issue No. 04-5, Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited

More information

CLIENT ALERT. SEC Proposes Clawback Rules Statutorily Mandated Under Dodd-Frank Act

CLIENT ALERT. SEC Proposes Clawback Rules Statutorily Mandated Under Dodd-Frank Act EXECUTIVE SUMMARY On July 1, 2015, the Commissioners of the SEC voted three-to-two along party lines to propose a rule implementing the listing standards for recovery of erroneously awarded compensation

More information

Revenue recognition: Key considerations for the construction industry

Revenue recognition: Key considerations for the construction industry Revenue recognition: Key considerations for the construction industry November 9, 2017 Your instructors Brandon Maves Partner, National Construction Industry Leader Minneapolis, Minnesota Your instructors

More information

FASB Interpretation No. 44. Accounting for Certain Transactions Involving Stock Compensation an Interpretation of APB Opinion No.

FASB Interpretation No. 44. Accounting for Certain Transactions Involving Stock Compensation an Interpretation of APB Opinion No. FREDERIC W. COOK & CO., INC. NEW YORK CHICAGO LOS ANGELES May 1, 2000 (Revised 08/02/02) Overview of Opinion 25 FASB Interpretation No. 44 for Certain Transactions Involving Stock Compensation an Interpretation

More information

Technical Line Common challenges in implementing the new revenue recognition standard

Technical Line Common challenges in implementing the new revenue recognition standard No. 2017-28 24 August 2017 Technical Line Common challenges in implementing the new revenue recognition standard In this issue: Overview... 1 Key accounting and disclosure considerations. 2 Contract duration...

More information

Israel Labor Concerns Communications Securities Compliance Securities Act Foreign Exchange Data Protection

Israel Labor Concerns Communications Securities Compliance Securities Act Foreign Exchange Data Protection Israel Employee Stock Purchase Plans Employment Labor Concerns A claim for breach of contract could arise where a Plan is amended or discontinued. It is recommended that Plan provisions are drafted so

More information

An Update on Implementation of New Management Contract Safe Harbors for Property Financed with Tax-Exempt Bonds

An Update on Implementation of New Management Contract Safe Harbors for Property Financed with Tax-Exempt Bonds An Update on Implementation of New Management Contract Safe Harbors for Property Financed with Tax-Exempt Bonds (Rev. Proc. 2017-13) Michael G. Bailey Foley & Lardner LLP An Update on Implementation of

More information

Materials. Please note that the URL is case-sensitive!

Materials. Please note that the URL is case-sensitive! Tackle Your Proxy with Moxie: Updates & Pointers for Your 2010 Proxy Disclosures on Executive Pay Mark Borges, Principal Compensia, Inc. Jennifer Namazi, CEP, Director Stock & Option Solutions, Inc. Materials

More information

Discussion Draft: Overview of Issues, Proposed Definitions, and a Conceptual Framework

Discussion Draft: Overview of Issues, Proposed Definitions, and a Conceptual Framework Discussion Draft: Overview of Issues, Proposed Definitions, and a Conceptual Framework The Conference Board Working Group on Alternative Pay Disclosure A JOINT PROJECT WITH: Alternative Pay Disclosure

More information

FAS123r Stock Option Accounting White Paper

FAS123r Stock Option Accounting White Paper FAS123r Stock Option Accounting White Paper November 2005 Accounting Treatment for Stock Options: Option Valuation and Model Selection Author: Lynda Radke, CPA ProCognis, Inc. info@procognis.com Abstract

More information

Office of the Secretary Public Company Accounting Oversight Board 1666 K Street, N.W. Washington, DC December 11, 2013

Office of the Secretary Public Company Accounting Oversight Board 1666 K Street, N.W. Washington, DC December 11, 2013 Office of the Secretary Public Company Accounting Oversight Board 1666 K Street, N.W. Washington, DC 20006-2803 December 11, 2013 RE: PCAOB Rulemaking Docket Matter No. 034, Proposed Auditing Standards

More information

New Developments Summary

New Developments Summary June 5, 2014 NDS 2014-06 New Developments Summary A shift in the top line The new global revenue standard is here! Summary After dedicating many years to its development, the FASB and the IASB have issued

More information

A guide to accounting for debt and equity instruments in financing transactions

A guide to accounting for debt and equity instruments in financing transactions A guide to accounting for debt and equity instruments in financing transactions Prepared by: RSM US LLP National Professional Standards Group Faye Miller, Partner, faye.miller@rsmus.com, +1 410 246 9194

More information

Regulatory Notice. MSRB Provides Guidance on Duties of Non-Solicitor Municipal Advisors in Conduit Financing Scenarios

Regulatory Notice. MSRB Provides Guidance on Duties of Non-Solicitor Municipal Advisors in Conduit Financing Scenarios Regulatory Notice MSRB Regulatory Notice 2017-13 0 2017-13 Publication Date July 13, 2017 Stakeholders Municipal Advisors, Issuers, Municipal Securities Dealers, Investors Notice Type Regulatory Announcement

More information

We would like to offer the following general observations in connection with this proposed ASU.

We would like to offer the following general observations in connection with this proposed ASU. February 14, 2012 Technical Director Financial Accounting Standards Board 401 Merritt 7 P.O. Box 5116 Norwalk, CT 06856-5116 File Reference No. 2011-210 Dear Ms. Cosper: The Financial Reporting Executive

More information

November 27, Financial Accounting Standards Board 401 Merritt 7 P.O. Box 5116 Norwalk, CT

November 27, Financial Accounting Standards Board 401 Merritt 7 P.O. Box 5116 Norwalk, CT November 27, 2013 Financial Accounting Standards Board 401 Merritt 7 P.O. Box 5116 Norwalk, CT 06856-5116 Exposure Draft Insurance Contracts File Reference No. 2013-290 The Financial Reporting Executive

More information

Expense recognition of nonemployee awards with graded vesting

Expense recognition of nonemployee awards with graded vesting On the Horizon March 2, 2017 Contents Current reporting issue... 1 Expense recognition of nonemployee awards with graded vesting... 1 FASB... 3 ASU 2017-05 clarifies nonfinancial asset derecognition guidance...

More information

Financial reporting developments. A comprehensive guide. Joint ventures. July 2015

Financial reporting developments. A comprehensive guide. Joint ventures. July 2015 Financial reporting developments A comprehensive guide Joint ventures July 2015 To our clients and other friends Companies often form new arrangements and strategic ventures with other parties to manage

More information

NARUC: REVENUE RECOGNITION JULIE PETIT AUDIT SENIOR MANAGER BRIAN JONES AUDIT SENIOR MANAGER MONDAY, SEPTEMBER 11 TH, 2017

NARUC: REVENUE RECOGNITION JULIE PETIT AUDIT SENIOR MANAGER BRIAN JONES AUDIT SENIOR MANAGER MONDAY, SEPTEMBER 11 TH, 2017 NARUC: REVENUE RECOGNITION JULIE PETIT AUDIT SENIOR MANAGER BRIAN JONES AUDIT SENIOR MANAGER MONDAY, SEPTEMBER 11 TH, 2017 Mazars USA LLP is an independent member firm of Mazars Group. Mazars USA LLP is

More information

Client Alert January 3, 2007

Client Alert January 3, 2007 Client Alert January 3, 2007 SEC Adopts Changes to the New Executive Compensation Disclosure Rules Changes More Closely Align Proxy Reporting with Accounting Rules On December 22, the Securities and Exchange

More information

Client Memorandum. The SEC s New Executive Compensation Rules: Highlights of the New Rules. Corporate and Securities August 2006.

Client Memorandum. The SEC s New Executive Compensation Rules: Highlights of the New Rules. Corporate and Securities August 2006. lient Memorandum orporate and Securities ugust 2006 The SE s New Executive ompensation Rules: Highlights of the New Rules ackground On ugust 11, 2006, the Securities and Exchange ommission ( SE ) adopted

More information

Use of Corporate Partner Stock and Options to Compensate Service Partners -- Part 1 by: Sheldon I. Banoff

Use of Corporate Partner Stock and Options to Compensate Service Partners -- Part 1 by: Sheldon I. Banoff Use of Corporate Partner Stock and Options to Compensate Service Partners -- Part 1 by: Sheldon I. Banoff Many corporations conduct subsidiary business operations or joint ventures through general or limited

More information

Accounting Standards Update (ASU) No , Revenue from Contracts with Customers (Topic 606), issued by FASB. 2

Accounting Standards Update (ASU) No , Revenue from Contracts with Customers (Topic 606), issued by FASB. 2 Executive Summary When the Financial Accounting Standards Board (FASB) announced new financial accounting standards for recognizing revenue (herein referenced as ASC 606 ) 1 in May 2014 to replace existing

More information

ASB Meeting July 17-20, 2017

ASB Meeting July 17-20, 2017 ASB Meeting July 17-20, 2017 Agenda Item 3D Conforming Amendments from AS 18 (AS 2410) The following shows the conforming amendments in Release 2014-002, AS No. 18 Related Parties AS 18; comparable GAAS

More information

Attachment A Page 1 of 15 Below is the text of the rule change. New language is underlined; deletions are in brackets. * * * * * * * * * *

Attachment A Page 1 of 15 Below is the text of the rule change. New language is underlined; deletions are in brackets. * * * * * * * * * * Page 1 of 15 Below is the text of the rule change. New language is underlined; deletions are in brackets. * * * * * 2200. COMMUNICATIONS AND DISCLOSURES * * * * * 2250. Proxy Materials 2251. Processing

More information

by Joe DiLeo and Ermir Berberi, Deloitte & Touche LLP

by Joe DiLeo and Ermir Berberi, Deloitte & Touche LLP Heads Up May 11, 2016 Volume 23, Issue 14 In This Issue Collectibility Presentation of Sales Taxes and Similar Taxes Collected From Customers Noncash Consideration Contract Modifications and Completed

More information

Article from: Taxing Times. May 2011 Volume 7 Issue 2

Article from: Taxing Times. May 2011 Volume 7 Issue 2 Article from: Taxing Times May 2011 Volume 7 Issue 2 IAsB ExPOsUrE DrAfT ON INsUrANCE CONTrACTs By Frederic J. Gelfond and Yvonne S. Fujimoto In July 2010, the International Accounting Standards Board

More information

Revenue Recognition: A Comprehensive Look at the New Standard for the Construction & Real Estate Industries

Revenue Recognition: A Comprehensive Look at the New Standard for the Construction & Real Estate Industries Revenue Recognition: A Comprehensive Look at the New Standard for the Construction & Real Estate Industries Table of Contents BACKGROUND & SUMMARY... 3 SCOPE... 4 THE REVENUE RECOGNITION MODEL... 5 STEP

More information

October 14, Ms. Susan M. Cosper Technical Director Financial Accounting Standards Board 401 Merritt 7 Norwalk, CT

October 14, Ms. Susan M. Cosper Technical Director Financial Accounting Standards Board 401 Merritt 7 Norwalk, CT Deloitte & Touche LLP Ten Westport Road PO Box 820 Wilton, CT 06897-0820 Tel: +1 203 761 3000 www.deloitte.com Ms. Susan M. Cosper Technical Director Financial Accounting Standards Board 401 Merritt 7

More information

Re: Exposure Draft Classification and Measurement: Limited Amendments to IFRS 9

Re: Exposure Draft Classification and Measurement: Limited Amendments to IFRS 9 16 April 2013 International Accounting Standards Board 30 Cannon Street London EC4M 6XH United Kingdom Dear Sir/Madam, Re: Exposure Draft Classification and Measurement: Limited Amendments to IFRS 9 On

More information

Topic: Classification and Measurement of Redeemable Securities

Topic: Classification and Measurement of Redeemable Securities Topic No. D-98 Topic: Classification and Measurement of Redeemable Securities Dates Discussed: July 19, 2001; May 15, 2003; March 17 18, 2004; September 15, 2005; March 16, 2006; September 7, 2006; March

More information

BOARD OF TRUSTEES BUFFALO & ERIE COUNTY PUBLIC LIBRARY MEETING DATE: June 12, 2014

BOARD OF TRUSTEES BUFFALO & ERIE COUNTY PUBLIC LIBRARY MEETING DATE: June 12, 2014 BOARD OF TRUSTEES BUFFALO & ERIE COUNTY PUBLIC LIBRARY MEETING DATE: June 12, 2014 AGENDA ITEM NUMBER: E.4.b. Resolution: 2014-14 B&ECPL Conflict of Interest Policy (to supersede current Conflict of Interest

More information

Amended and Restated Wachovia Corporation 2003 Stock Incentive Plan

Amended and Restated Wachovia Corporation 2003 Stock Incentive Plan THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933. Amended and Restated Wachovia Corporation 2003 Stock Incentive Plan Prospectus

More information

IASB/FASB Board meeting Insurance contracts

IASB/FASB Board meeting Insurance contracts www.pwc.com/insurance IASB/FASB Board meeting Insurance contracts PwC Summary of Meetings 1-2 March 2011 Since a variety of viewpoints are discussed at FASB and IASB meetings, and it is often difficult

More information

Navigating a Vessel Through the New Revenue and Leases Standards

Navigating a Vessel Through the New Revenue and Leases Standards Shipping Spotlight February 2018 In This Issue Overview of the New Revenue Standard Overview of the New Leases Standard Implications for Shipping Industry Entities Transition Considerations for Shipowners

More information

Financial Instruments Overall (Subtopic )

Financial Instruments Overall (Subtopic ) Proposed Accounting Standards Update Issued: February 14, 2013 Comments Due: May 15, 2013 Financial Instruments Overall (Subtopic 825-10) Recognition and Measurement of Financial Assets and Financial Liabilities

More information

Exit or disposal cost obligations

Exit or disposal cost obligations Financial reporting developments A comprehensive guide Exit or disposal cost obligations Revised March 2018 To our clients and other friends Accounting Standards Codification (ASC) 420, Exit or Disposal

More information

New NYSE and NASDAQ Listing Rules Raise the Accountability of Company Boards and Compensation Committees Through Flexible Standards

New NYSE and NASDAQ Listing Rules Raise the Accountability of Company Boards and Compensation Committees Through Flexible Standards New NYSE and NASDAQ Listing Rules Raise the Accountability of Company Boards and Compensation Committees Through Flexible Standards By Todd B. Pfister and Aubrey Refuerzo* On January 11, 2013, the U.S.

More information

A JOINT PROJECT WITH:

A JOINT PROJECT WITH: Supplemental Pay Disclosure: Overview of Issues, Proposed Definitions, and a Conceptual Framework The Conference Board Working Group on Supplemental Pay Disclosure A JOINT PROJECT WITH: Supplemental Pay

More information

Special Report of the TriBar Opinion Committee Opinions on Secondary Sales of Securities

Special Report of the TriBar Opinion Committee Opinions on Secondary Sales of Securities Special Report of the TriBar Opinion Committee Opinions on Secondary Sales of Securities By the TriBar Opinion Committee * TABLE OF CONTENTS 1. Scope of Report...626 1.1. Introduction...626 1.2. Summary

More information

File Reference No Re: Proposed Statement, Accounting for Hedging Activities an amendment of FASB Statement No. 133

File Reference No Re: Proposed Statement, Accounting for Hedging Activities an amendment of FASB Statement No. 133 Deloitte & Touche LLP Ten Westport Road PO Box 820 Wilton, CT 06897-0820 USA Tel: +1 203 761 3000 Fax: +1 203 834 2200 www.deloitte.com August 15, 2008 Mr. Russell G. Golden Technical Director Financial

More information

Stock based compensation guidance to increase income statement volatility (see update note below)

Stock based compensation guidance to increase income statement volatility (see update note below) Stock based compensation guidance to increase income statement volatility (see update note below) No. US2016 03 April 19, 2016 (Revised April 25, 2016) What s inside: Background. 1 Key provisions 2 Income

More information

Practical guidance at Lexis Practice Advisor

Practical guidance at Lexis Practice Advisor Lexis Practice Advisor offers beginning-to-end practical guidance to support attorneys work in specific legal practice areas. Grounded in the real-world experience of expert practitioner-authors, our guidance

More information

Comment Letter Summary Disclosure about an Entity s Going Concern Presumption November 6, 2013

Comment Letter Summary Disclosure about an Entity s Going Concern Presumption November 6, 2013 Comment Letter Summary Disclosure about an Entity s Going Concern Presumption November 6, 2013 BACKGROUND AND PURPOSE 1. On June 26, 2013, the FASB issued proposed Accounting Standards Update, Disclosure

More information

Operationalizing Lease Accounting Accounting, Legal & Financing Perspectives

Operationalizing Lease Accounting Accounting, Legal & Financing Perspectives Operationalizing Lease Accounting Accounting, Legal & Financing Perspectives Presented by December 4, 2018 TO RECEIVE CPE CREDIT Individuals Participate in entire webinar Answer polls when they are provided

More information

Warrants on redeemable shares

Warrants on redeemable shares No. 2009-16 21 October 2009 Technical Line Technical guidance on standards and practice issues Warrants on redeemable shares Contents Applicable literature... 2 What makes a share redeemable?... 4 Mandatorily

More information

BITTERROOT RESOURCES LTD. (the Company )

BITTERROOT RESOURCES LTD. (the Company ) BITTERROOT RESOURCES LTD. (the Company ) INFORMATION CIRCULAR The Company is providing this management information circular (the Circular ) in connection with management s solicitation of proxies for use

More information

SIGNIFICANT TWEAKS IN SEC S ADOPTION OF AMENDMENTS TO EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE PROXY DISCLOSURE RULES. Charmaine L.

SIGNIFICANT TWEAKS IN SEC S ADOPTION OF AMENDMENTS TO EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE PROXY DISCLOSURE RULES. Charmaine L. SIGNIFICANT TWEAKS IN SEC S ADOPTION OF AMENDMENTS TO EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE PROXY DISCLOSURE RULES Charmaine L. Slack * We saw 2009 commence with an aggressive stance taken by

More information

Topic: Accounting for Reinsurance: Questions and Answers about FASB Statement No Revised: December 1998; September 1999; September 2001 *

Topic: Accounting for Reinsurance: Questions and Answers about FASB Statement No Revised: December 1998; September 1999; September 2001 * Topic No. D-34 Topic: Accounting for Reinsurance: Questions and Answers about FASB Statement No. 113 Date Discussed: July 22, 1993 Revised: December 1998; September 1999; September 2001 * The Task Force

More information

Express Options Forfeiture Summary Report

Express Options Forfeiture Summary Report Express Options Forfeiture Summary Report Updated as of: March 11, 2010 Contents 1. Overview... 2 2. Differences between 12.00 and prior version (10.00)... 2 3. Report Parameters... 2 4. Calculations...

More information

Regulatory Notice. Request for Comment on Draft Amendments to MSRB Form G-45 under Rule G-45, on Reporting of Information on Municipal Fund Securities

Regulatory Notice. Request for Comment on Draft Amendments to MSRB Form G-45 under Rule G-45, on Reporting of Information on Municipal Fund Securities Regulatory Notice MSRB Regulatory Notice 2017-17 0 2017-17 Publication Date August 22, 2017 Stakeholders Municipal Securities Dealers Notice Type Request for Comment Comment Deadline September 21, 2017

More information

Recognising an STC liability versus recognising a deferred tax asset for unused STC credits according to the IASB framework: a comparison

Recognising an STC liability versus recognising a deferred tax asset for unused STC credits according to the IASB framework: a comparison Recognising an STC liability versus recognising a deferred tax asset for unused STC credits according to the IASB framework: a comparison ER Venter Department of Accounting University of Pretoria M Stiglingh

More information

ORIGINAL PRONOUNCEMENTS

ORIGINAL PRONOUNCEMENTS Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004) Share-Based Payment ORIGINAL PRONOUNCEMENTS AS AMENDED Copyright 2008 by Financial Accounting Standards

More information

Implementation Guidance on MSRB Rule G-18, on Best Execution

Implementation Guidance on MSRB Rule G-18, on Best Execution Implementation Guidance on MSRB Rule G-18, on Best Execution November 20, 2015 Background MSRB Rule G-18, establishing the first best-execution rule for transactions in municipal securities, will be effective

More information

22 October Sir David Tweedie Chairman International Accounting Standards Board 30 Cannon Street London, EC4M 6XH United Kingdom

22 October Sir David Tweedie Chairman International Accounting Standards Board 30 Cannon Street London, EC4M 6XH United Kingdom Sir David Tweedie Chairman International Accounting Standards Board 30 Cannon Street London, EC4M 6XH United Kingdom iasb@iasb.org Ms. Leslie F. Seidman Acting Chairwoman Financial Accounting Standards

More information

ADDITIONAL COMPENSATION AND CORPORATE GOVERNANCE DISCLOSURE REQUIREMENTS FOR 2010 PROXY SEASON

ADDITIONAL COMPENSATION AND CORPORATE GOVERNANCE DISCLOSURE REQUIREMENTS FOR 2010 PROXY SEASON ADDITIONAL COMPENSATION AND CORPORATE GOVERNANCE DISCLOSURE REQUIREMENTS FOR 2010 PROXY SEASON July 17, 2009 Table of Contents Equity Awards...2 Current Rule...2 Proposed Rule...2 Elimination of Current

More information

Impact Analysis How the 2010 Advice Regulation Proposal Affects Adviser Business Activity and Probability of Enactment of Regulation

Impact Analysis How the 2010 Advice Regulation Proposal Affects Adviser Business Activity and Probability of Enactment of Regulation Impact Analysis How the 2010 Advice Regulation Proposal Affects Adviser Business Activity and Probability of Enactment of Regulation March 4, 2010 DALBAR Due Diligence & Audit Services Table of Contents

More information

Improvements to IPSAS, 2018

Improvements to IPSAS, 2018 Exposure Draft 65 April 2018 Comments due: July 15, 2018 Proposed International Public Sector Accounting Standard Improvements to IPSAS, 2018 This document was developed and approved by the International

More information

FASB Update to ASC 718 Raises Questions About Methods for Withholding on Equity Awards

FASB Update to ASC 718 Raises Questions About Methods for Withholding on Equity Awards Compensation & Fringe Benefits FASB Update to ASC 718 Raises Questions About Methods for Withholding on Equity Awards Authors: ANNE BATTER, ERIC BISCOPINK, and VICTOR FLORES Originally published in The

More information

FASB Proposes Improvements to the Accounting for Share-Based Payment Arrangements With Nonemployees

FASB Proposes Improvements to the Accounting for Share-Based Payment Arrangements With Nonemployees Heads Up Volume 24, Issue 8 March 10, 2017 In This Issue Background Key Provisions of the Proposed ASU Effective Date Transition and Related Disclosures Appendix Questions for Respondents FASB Proposes

More information

RESTRICTED SHARE PLANS: SAMPLE PROSPECTUS

RESTRICTED SHARE PLANS: SAMPLE PROSPECTUS RESTRICTED SHARE PLANS: SAMPLE PROSPECTUS ERR Midwinter Meeting San Diego, California March 25, 2010 Jeffrey S. Heller Associate General Counsel BP America Inc. 501 Westlake Park Blvd. Houston, TX 77079

More information

Clarifying the Interim Stockholders Equity and Effective Date Requirements in the SEC s Final Rule on Disclosure Simplification

Clarifying the Interim Stockholders Equity and Effective Date Requirements in the SEC s Final Rule on Disclosure Simplification Financial Reporting Alert 18-11 September 11, 2018 (Updated October 1, 2018) Contents Background Interim Disclosures About Changes in holders Equity Effective Date Appendix Presentation Options for Disclosures

More information

Accounting considerations for UP-C transactions

Accounting considerations for UP-C transactions September 11, 2018 Accounting considerations for UP-C transactions Accounting for common umbrella partnership C corporation transactions Summary The use of an umbrella partnership C corporation (UP-C)

More information

LIONS GATE ENTERTAINMENT CORP.

LIONS GATE ENTERTAINMENT CORP. LIONS GATE ENTERTAINMENT CORP. 250 Howe Street, 20 th Floor Vancouver, British Columbia V6C 3R8 2700 Colorado Avenue, Suite 200 Santa Monica, California 90404 SUPPLEMENT TO THE PROXY STATEMENT FOR THE

More information

APPENDIX F: EITF ISSUE NO , ACCOUNTING FOR DERIVATIVE FINANCIAL INSTRUMENTS INDEXED TO, AND POTENTIALLY SETTLED IN, A COMPANY S OWN STOCK

APPENDIX F: EITF ISSUE NO , ACCOUNTING FOR DERIVATIVE FINANCIAL INSTRUMENTS INDEXED TO, AND POTENTIALLY SETTLED IN, A COMPANY S OWN STOCK APPENDIX F: EITF ISSUE NO. 00-19, ACCOUNTING FOR DERIVATIVE FINANCIAL INSTRUMENTS INDEXED TO, AND POTENTIALLY SETTLED IN, A COMPANY S OWN STOCK App_F_itc_stock_comp_comparative_analysis.doc 215 Dates Discussed:

More information

12 Separation Pay Arrangements

12 Separation Pay Arrangements 12 Separation Pay Arrangements Joseph M. Yaffe Skadden, Arps, Slate, Meagher & Flom LLP I. Introduction... II. Key Separation Pay Concepts... A. Separation Pay Plan... B. Separation Pay... C. Window Program...

More information

Working Draft: Allowance for Credit Losses Implementation Issue. Financial Reporting Center Credit Losses

Working Draft: Allowance for Credit Losses Implementation Issue. Financial Reporting Center Credit Losses October 30, 2018 Financial Reporting Center Credit Losses Working Draft: Allowance for Credit Losses Implementation Issue Issue #6: Reasonable and Supportable Forecast Developing the Period and Use of

More information

Multiemployer Pension Plans Preparation for New Disclosures December 6, 2012

Multiemployer Pension Plans Preparation for New Disclosures December 6, 2012 Multiemployer Pension Plans Preparation for New Disclosures December 6, 2012 Mark Prouhet, CPA Senior Manager St. Louis mprouhet@bkd.com To Receive CPE Credit Participate in entire webinar Answer polls

More information